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                                                                    EXHIBIT 4.16

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

IW No.____

                             INTERCHANGE CORPORATION
                              COMMON STOCK WARRANT

      This certifies that ______________ ("Holder") is entitled to purchase,
subject to the terms and conditions of this Warrant, from Interchange
Corporation, a Delaware corporation (the "Company"), ________ (___) fully paid
and nonassessable shares of the Company's Common Stock, par value $.00001 per
Share ("Common Stock"), in accordance with Section 2 during the period
commencing on ______, 2003 and ending at 5:00 p.m. California time, ____, 2008
(the "Expiration Date"), at which time this Warrant will expire and become void
unless earlier terminated as provided herein. The shares of Common Stock of the
Company for which this Warrant is exercisable, as adjusted from time to time
pursuant to the terms hereof, are hereinafter referred to as the "Shares."

1.    Exercise Price. The initial purchase price for the Shares shall be $____
per share. Such price shall be subject to adjustment pursuant to the terms
hereof (such price, as adjusted from time to time, is hereinafter referred to as
the "Exercise Price").

      (i)   Exercise and Payment. Commencing on the date hereof, this Warrant
may be exercised, in whole or in part, from time to time by the Holder, during
the term hereof, by surrender of this Warrant and the Exercise Agreement annexed
hereto duly completed and executed by the Holder to the Company at the principal
executive offices of the Company, together with payment in the amount obtained
by multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Exercise Agreement. Payment may be in cash, by
wire transfer of immediately available funds to an account specified by the
Company or by cashier's check payable to the order of the Company.

2.    Reservation of Shares. The Company hereby agrees that at all times there
shall be reserved for issuance and delivery upon exercise of this Warrant such
number of shares of Common Stock or other shares of capital stock of the Company
as are from time to time issuable upon exercise of this Warrant. All such shares
shall be duly authorized, and when issued upon such exercise, shall be validly
issued, fully paid and non-assessable, free and clear of all liens, security
interests, charges and other encumbrances or restrictions on sale and free and
clear of all preemptive rights.

3.    Delivery of Stock Certificates. Within a reasonable time after exercise,
and in no event more than 7 business days thereafter, in whole or in part, of
this Warrant, the Company shall issue in the name of and deliver to the Holder a
certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock which the Holder shall have requested in the Exercise

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Agreement. If this Warrant is exercised in part, the Company shall deliver to
the Holder a new Warrant for the unexercised portion of this Warrant at the time
of delivery of such stock certificate or certificates.

4.    No Fractional Shares. No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant. If upon any
exercise of this Warrant a fraction of a share results, the Company will pay the
Holder the difference between the fair market value of the fractional share and
the portion of the Exercise Price allocable to the fractional share.

5.    Charges, Taxes and Expenses. The Company shall pay all transfer taxes or
other incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the Holder.

6.    Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

7. Saturdays, Sundays, Holidays, Etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding weekday which
is not a legal holiday.

8.    Adjustment of Exercise Price and Number of Shares. The Exercise Price and
the number of and kind of securities purchasable upon exercise of this Warrant
shall be subject to adjustment from time to time as follows:

      (a)   Subdivisions, Combinations and Other Issuances. If the Company shall
at any time after the date hereof but prior to the expiration of this Warrant
subdivide its outstanding securities as to which purchase rights under this
Warrant exist, by stock split or otherwise, or combine its outstanding
securities as to which purchase rights under this Warrant exist, the number of
Shares as to which this Warrant is exercisable as of the date of such
subdivision, stock split or combination shall forthwith be proportionately
increased in the case of a subdivision, or proportionately decreased in the case
of a combination. Appropriate adjustments shall also be made to the Exercise
Price, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date.

      (b)   Merger. If at any time after the date hereof there shall be a merger
or consolidation of the Company with or into another corporation when the
Company is not the surviving corporation, then lawful provision shall be made so
that the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the aggregate
Exercise Price then in effect, the number of shares or other securities or
property of the successor corporation resulting from such merger or
consolidation, which would have been received by Holder for the shares of stock
subject to this Warrant had this Warrant been exercised prior to such merger or
consolidation.

      (c)   Reclassification, Etc. If at any time after the date hereof there
shall be a change or reclassification of the securities as to which purchase
rights under this Warrant exist into the same or

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a different number of securities of any other class or classes, then the Holder
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Exercise Price then in
effect, the number of shares or other securities or property resulting from such
change or reclassification, which would have been received by Holder for the
shares of stock subject to this Warrant had this Warrant at such time been
exercised.

9.    Notice of Adjustments; Notices. Whenever the Exercise Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof,
the Company shall execute and deliver to the Holder a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of and kind of securities purchasable hereunder after giving
effect to such adjustment, and shall cause a copy of such certificate to be
mailed (by first class mail, postage prepaid) to the Holder.

10.   Rights As Stockholder; Notice to Holders. Nothing contained in this
Warrant shall be construed as conferring upon the Holder or his or its
transferees the right to vote or to receive dividends or to consent or to
receive notice as a shareholder in respect of any meeting of shareholders for
the election of directors of the Company or of any other matter, or any rights
whatsoever as shareholders of the Company. The Company shall give notice to the
Warrantholder by registered mail if at any time prior to the expiration or
exercise in full of the Warrants, any of the following events shall occur:

            (a)   a dissolution, liquidation or winding up of the Company shall
be proposed;

            (b)   a capital reorganization or reclassification of the Common
Stock (other than a subdivision or combination of the outstanding Common Stock
and other than a change in the par value of the Common Stock) or any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or change of Common
Stock outstanding) or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety; or

            (c)   a taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other rights.

Such giving of notice shall be simultaneous with the giving of notice to holders
of Common Stock. Such notice shall specify the record date or the date of
closing the stock transfer books, as the case may be. Failure to provide such
notice shall not affect the validity of any action taken in connection with such
dividend, distribution or subscription rights, or proposed merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up.

11.   Restricted Securities; Registration Rights. The Holder understands that
this Warrant and the Shares purchasable hereunder constitute "restricted
securities" under the federal securities laws inasmuch as they are, or will be,
acquired from the Company in transactions not involving a public offering and
accordingly may not, under such laws and applicable regulations, be resold or
transferred without registration under the Securities Act of 1933, as amended
(the "Securities Act") or an applicable exemption from such registration. Unless
the Shares are registered in accordance with the requirements of the Securities
Act, the Holder further acknowledges that a securities legend

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substantially in the form appearing on the first page of this Warrant shall be
placed on any Shares issued to the Holder upon exercise of this Warrant.

      The Holder of this Warrant shall be entitled to the registration rights
with respect to the Shares as set forth in the Subscription Agreement entered
into by the Company in connection with the purchase of this warrant by the
original Holder.

12.   Certification of Investment Purpose. Unless a current registration
statement under the Securities Act shall be in effect with respect to the
securities to be issued upon exercise of this Warrant, the Holder covenants and
agrees that, at the time of exercise hereof, it will deliver to the Company a
written certification executed by the Holder that the securities acquired by him
upon exercise hereof are for the account of such Holder and acquired for
investment purposes only and that such securities are not acquired with a view
to, or for sale in connection with, any distribution thereof. This Warrant is
acquired by the Holder for investment purposes, and not with a view to, or for
sale in connection with, any distribution thereof. The Holder is experienced in
business and financial matters and has the capacity to protect the Holder's
interests. The Holder is an "accredited investor" as defined in Rule 501(a)
promulgated under the Securities Act.

13.   Market-Standoff Period; Agreement. In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing such offering of the Company's securities, each Holder
hereby agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any securities of the Company (other
than any disposed of in the registration and those acquired by the Holder in the
registration or thereafter in open market transactions) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the Company's initial public offering.

14.   Miscellaneous.

      (a)   Construction. Unless the context indicates otherwise, the term
"Holder" shall include any transferee or transferees of this Warrant pursuant to
Section 15(b), and the term "Warrant" shall include any and all warrants
outstanding pursuant to this Agreement, including those evidenced by a
certificate or certificates issued upon division, exchange or substitution.

      (b)   Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or three (3) days
following deposit with the United States Post Office, by registered or certified
mail, postage prepaid and addressed to the party to be notified (or one (1) day
following timely deposit with a reputable overnight courier with next day
delivery instructions), or upon confirmation of receipt by the sender of any
notice by facsimile transmission, at the address indicated below or at such
other address as such party may designate by ten (10) days' advance written
notice to the other parties.

      To Holder:        ________
                        ________
                        ________

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      To the Company:            Interchange Corporation
                                 24422 Avenida de la Carlota, Suite 120.
                                 Laguna Hills, CA  92653
                                 Attention: Heath B. Clarke, Chairman

      With a copy to:            Falk, Shaff & Ziebell, LLP
                                 18881 Von Karman, Suite 1400
                                 Irvine, CA 92612
                                 Attention:  Mark Ziebell, Esq.

      (c)   Governing Law. This Warrant shall be governed by and construed under
the laws of the State of Delaware.

      (d)   Entire Agreement. This Warrant, the exhibits and schedules hereto,
and the documents referred to herein, constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof,
and supersede all prior and contemporaneous agreements and understandings,
whether oral or written, between the parties hereto with respect to the subject
matter hereof.

      (e)   Binding Effect. This Warrant and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon the Company
and its successors and assigns, and Holder and its successors and assigns.

      (f)   Waiver; Consent. This Warrant may not be changed, amended,
terminated, augmented, rescinded or discharged (other than by performance), in
whole or in part, except by a writing executed by the parties hereto, and no
waiver of any of the provisions or conditions of this Warrant or any of the
rights of a party hereto shall be effective or binding unless such waiver shall
be in writing and signed by the party claimed to have given or consented
thereto.

      (g)   Severability. If one or more provisions of this Warrant are held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant and the balance of the Warrant shall be interpreted as if such
provision were so excluded and the balance shall be enforceable in accordance
with its terms.

      (h)   Counterparts. This Warrant may be signed in several counterparts,
each of which shall constitute an original.

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      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
exercised effective as of _______, 2003.

                                THE COMPANY:

                                Interchange Corporation

                                ___________________________________
                                By:      Heath B. Clarke
                                Title:   Chairman

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